Spider-X-Man
by Smart PenName
Summary: 16-year-old Peter Parker is approached by Charles Xavier shortly after his uncles death. He offers him a place at his school for the gifted. Will he accept? If he didn't this would be a pretty short story!
1. Chapter 1

**A/N: I'm doubting this will be top-notch stuff but I'm working on a different story right now so that's my excuse. This will be fun to write, I love reading the interaction between Spidey and the X-Men. Just note I'm not sure how this story will go, I'm leaning towards Peter/Kitty for a pairing but I've never done any romance before so I don't know. Leave any suggestions for pairings or situations you think would fit with this story. Not Rogue though, I never saw Pete and her... **

* * *

****A 16-year-old Peter Parker sits on a roof top, alone. Peter had lost his Uncle Ben not too long ago to a thief he could've stopped and he sure is beating him self up over it. Having his Uncle Ben die in his arms because of a gun shot wound was the worst moment of his life. He had been bitten by a genetically altered spider while on a field trip to Oscorp, since that day he had gotten spider related abilities, like sticking to walls, a sixth sense he had nicknamed his "Spider-Sense" and agility that is inhuman. He was about to start his first night as a "super hero" but he needed to give himself a pep talk first. He was repeating his Uncle Ben's infamous speech to himself over and over, "with great power, comes great responsibility." He had originally used his power to gain money through show biz but when he got less money than promised, well he wasn't very happy. Hearing someone attempt to steal from the same man who scammed him put a smirk on his face and letting the thief go gave him a grin. Unfortunately that same thief shot his Uncle Ben to get a quick ride away from the crime scene.

Peter, in his newly made and, when compared to his show biz costume, improved Spider-Man costume decided tonight wasn't the right night to begin his hero career. He returned to his room through an open window, stripped off his costume and stored it in a briefcase in his closet. It took Peter a while to sleep, he got to thinking though and concluded that he should wait until he has fully grieved his Uncle's death before taking his anger to the scum of New York City.

Theres a faint knock on Peter's bedroom door and Peter wonders why his Aunt May would wake him up when she normally lets him sleep in, on a saturday that is. He checks the clock and it reads 10:30am. "Come in" Peter says with a low voice, he's only half awake. The door opens and his Aunt May comes in. "Peter dear, there's a few people here to see you. They say they're interested in your joining a school for the gifted! Isn't it wonderful how lucky you are in such a dark time?"

"School? I already goto school." Peter gets up though, throws on some clothes and starts to make his way down stairs. He see's three people of varying ages sitting on the couch. One is a bald man, the second is a gruff biker-looking dude and the third is a shades-indoors kid.

"Peter? My name is Charles Xavier. I am the professor at a school for the gifted in Bayville and I would love to talk to you about taking a place there." Charles says with a welcoming smile on his face. "This here is Logan, he is one of the staff..." Logan just grunts a hello. "..and this is Scott Summers, a student." Scott gives a quick nod.

"Hi, thank you for coming to see me Professor Xavier but I'm very comfortable at my school. Moving to Bayville would lower my chance of getting into ESU once I graduate." Peter carefully explains. Professor Xavier seems to just look at May before turning back to Peter.

"May, would you mind making me a cup of tea?" She rushes out words like 'Oh yes' and 'Just a second' "Thank you." More smiles. "Peter, we don't mean your intellect, we're talking about ability. You've recently changed haven't you? Gained new power you didn't previously have? My school is where we help kids to control their abilities. You see Peter, you're a mutant. Someone who was born with the X-Gene." Peter listens carefully to every word.

"Listen, Prof, I'm just Peter Parker! No mutant here." Peter spews out quickly, he's worried that they know he has this strange abilities but does he really have to ask? Peter is just trying to buy himself some time. These guys obviously know.

"Peter relax, we're not here to hurt you. We're only trying to help you. My school is full of young mutants like yourself."

"Look, I wasn't even born with my powers. They were an accident." The three look at Peter with shocked faces

"Care to explain?"

"Not particularly."

"So, whats your answer? We want to help you understand your gift, accident or not. Please Peter."

"Give me a day to think?"

"Alright. Heres my number, give me a call when you reach your decision." With that they thank May for her hospitality, even if Charles didn't get to have his tea and then left. Peter flipped the card with the number in his hands, wondering if he should go.

* * *

When Peter went to school on monday he talked to his only friend Harry Osborn about it. Harry didn't want Pete to go because if Harry was honest with himself, Peter was his only true friend. The one that saw past the riches he has from being the son of wealthy business man and CEO of Oscorp, Norman Osborn. This was the best thing though, Peter was incredibly smart and most of what he says goes over Harry's head. Harry does his best to encourage the idea of Peter moving to this school to escape the crap filled hallways of Midtown High.

Peter finally decided after three more days of thinking to bite the bullet and go. He went to go find his Aunt to tell her his decision.

"Peter, I really am glad you've decided to go. You're a very bright young man and deserve the best school." Peter could tell she was upset that her nephew, her _son_ was finally leaving and at such a young age too. She, like Harry, knew it was for the best. After a couple of rings Peter got Professor Xavier on the phone.

"Charles Xavier" answered the professor.

"Hi... This is Peter Parker. I've come to a decision."

"How wonderful, what have you decided?"

"I've decided to go to your school."

"Thats excellent, you'll love it here! When should we expect you?"

"What date would you like?"

"How about tomorrow? It will be friday after all."

"Pretty soon but sure, Fridays fine." They discussed times and where this school actually was before each said their goodbyes.

"Goodbye Peter." Great, Peter thought, one day to pack all my junk...

"Finally!" After a good 2 hours of packing everything he needed was packed away into two duffel bags. His Aunt May was going to drive him there tomorrow Xavier was taking care of the school switch. Apparently he was also going to Bayville high.

* * *

The drive to the school was exhausting but Pete and his Aunt did it. They pressed a button on an intercom outside the gate which lead to a HUGE mansion. Peter didn't expect this!

"Wow, look at this place." Peter exclaimed.

"Its wonderful. I'm so happy for you Peter." Aunt may gave Peter a hug as he retrieved his bags from the trunk. They were at the doors now. Aunt May gave one last wave before leaving. Peter rang the doorbell and it was opened by- NINE PEOPLE! "Whoa. I expected one person, not an entire army to answer the door.

"Haha, welcome Peter. Let me introduce you to everyone before you take your bags to your room. This here is Scott, as you know, Jean Grey, Kitty Pryde, Kurt Wagner, Ororo Munroe, Hank McCoy, Rogue and Logan. Everyone, this is Peter Parker. Jean here will show you to your room." After some quick nods and hellos Peter went with Jean to his room.

"So, what do you think of the mansion? Like it?" Jean asks with interest.

"Yeah. Its huge! I could fit a million of my house in this place..."

"I know how overwhelming it can be. If you ever get lost, just think my name as loud as you can. I'm a telepath. I also have telekinesis."

"Wow, thats pretty awesome."

"Whats your power?"

"I think I'll tell everyone when we're all together. It will save having to repeat myself."

"Thats fine. Heres your room. Dinners at 6, you might want to come early though. Everyones quick to grab the good bits."

"Heh, okay."


	2. Chapter 2

The first thing Peter unpacked was his briefcase with his Spider-Man costume. With all that's happened to him lately Spider-Man left his mind. Now that things are settling down he needs to come to a final decision... After dinner. Peter unpacks the rest of his things and puts them in their respective places before stepping back to see what it looks like. He checked his now put up alarm clock and it read 5:55pm, "huh, that's pretty lucky." Peter says aloud. He starts heading downstairs to introduce himself properly and get some grub.

"Hey! Peter is it?" An unfamiliar voice calls out. Peter snaps his head behind him, he see's a pretty brunette with her hair in a ponytail.

"Yeah, Kitty right?"

"That's me. You, like, ready for dinner?"

"I would be if I knew where to go"

"Just follow me" They both start heading down while talking about nothing, when they reach their destination they each take seats everyone says a quick high to the newest student.

"So, Peter, whats your mutant ability?" Kitty asks

"Well, I can stick to walls, I have the proportionate strength of a spider, I have enhanced agility and I have a sixth sense that I call my spider sense." Peter lists all while counting off his powers on his fingers. Everyone seems to have shocked faces.

Scott asks "How do you have so many? The most anyone here has is Jean and she only has two!"

"Well, uh, I wasn't exactly born with my powers. They were an accident, I was bitten by a genetically enhanced spider." Peter ends with a quick smile.

"Man, I want to see you in the danger room!" Kurt, says quickly. Everyone else lists of their powers and Peter feels comfortable around them by the time everyone had eaten their dinner. They decided to go into the longe area and watch some TV. They start watching Heroes re-runs after Peter told them the first season was an awesome show with a good plot. Once the first part was over a new ad came on

"Engineered from genetically enhanced spiders, Oscorp's biocable tensile strength is unparalleled. We're just beginning to understand all the potential industrial applications. A single pellet can safely store several hundred metres of the light weight cable." This struck an idea in Peter. Maybe he could create a dispensing device. It was perfect. Once everyone retreated to their rooms Peter went on his PC and, using Googleand not _Bing _he searched Oscorp's website and ordered 24 units of the biocable. He also paid for express shipping so it would come tomorrow. After that was over he was going to have his first night in Xavier's school for gifted youngsters.

**2 days later...**

****When Peter woke up Kurt approached him with box in his hand.

"Peter! This came for you, what did you order?" Kurt asks with a quizzical look.

"That's a secret my furry friend." The initial shock of seeing a blur furry dude with a tail was surprising and Kurt didn't know how Pete would take it but he got over it pretty quickly before denying any worries Kurt had. They'd become very good friends since then. He'd also become good friends with all the other X-Men really. He had got to spectate a danger room session and his first was later today... Peter took the box and retreated to his room. 'Finally! After two hours I've been able to create these web-shooters. I wasn't sure I would be able to do it but I guess this is a sign that I should continue with Spider-Man.' Theres a knock at Peter's door and Professor Xavier enters.

"Peter, what happened in here?" Professor Xavier asks, seeing the mess.

"I was working on something..."

"Right. Well here is your outfit for your danger room session which starts in 30 minutes."

"Thanks professor." With that the professor leaves and Peter checks out his costume. He would rather wear his costume that he made himself but he thought it would be best if he kept the school and his alter ego Spider-Man separate. His outfit is all black with black fingerless gloves and specially made shoes with a thin bottom so that he can scale walls. No mask though which Peter isn't too happy about. Luckily his web-shooters fit on just about any piece of clothing. Peter heads down to the danger room, he's pretty nervous.

"Ah. Peter, are you ready?"

"Yep I'm just pooping myself thinking I'm going to die but otherwise, yeah I'm just dandy." Heavy sarcasm, obviously. He gets a chorus of 'You'll do fine, Pete!' and 'It'll be fine, good luck!' from everyone. He enters and Logan, otherwise known as Wolverine, says

"All you need to do is destroy each obstacle I send your way without getting too badly hurt. We'll assess you later once you're finished." As soon as that finishes Peter can hear objects coming from all angles and his spider-sense is going crazy. He lunges towards a turret that had started shooting at him and dodges the fire it sends his way while midair, he grabs onto it and pulls it out of the wall. A giant robot raises from a platform infront of him and he thinks now would be a good time to test his web-shooters. He uses his middle finger and ring finger to press into a pressure point in his palm and a fluid disperses, it reacts to the air and hardens onto a wall. Peter redirects it to the opposite wall to create a long wire. The robot hadn't stopped walking in time and gets caught up in the strangely strong material. He falls down, breaks into a few pieces and the session is over.

"Thats all?" Peter asks to no one.

* * *

**A/N: Sorry for abrupt ending but I need to get ready, I'm going out. I'll update this either when I return or tomorrow. **


	3. Chapter 3

**A/N: Happy new year everyone! I had a blast with my family, now to get back to this as promised. Hope everyone had fun. In reply to a review, SpiderX was my main inspiration for this story. I just never liked the Rogue/Peter pairing. I'm leaning away from kitty too. **

* * *

****"Whoa, what was that dude?" Kurt questions, picking at the web.

"I, uh, made this. It's a web-shooter. My powers are spider-themed so why not, right?" Peter gives a nervous chuckle, not sure what people are going to say.

"That's, like, totally awesome!" Kitty beams. "How did you do it?"

"All I have to do is squeeze here with super-human strength and it will release a fluid that hardens when it comes into contact with the air. Because I have to use super-human strength to activate it I can still do normal hand gestures, like a fist."

"That's so cool, can I have a try!?" Kurt doesn't wait for a reply, he takes it from Peter, puts it on his wrist and attempts to press down but to no avail.

"Sorry Kurt, you need to put A LOT of pressure for it to fire."

"Aw man, all I can do is teleport..."

"Oh, yeah! Because firing web is so much more awesome than freakin' teleporting!" Peter says sarcastically which gets a laugh from most, even a grunty-laugh from Logan.

* * *

It was night now and most kids were in their rooms either sleeping or relaxing. Peter however was putting on his red and blue spandex Spider-Man costume ready for his first night as a crime fighting super-hero. He climbed out his window and jumped over the gate. He perched himself near a gargoyle on a church after swinging around for 10 minutes. "Nothing so far... Not that I want anything to happen of course." There was a sudden scream and Spider-Man knew that was his signal to go. A woman was being aimed at with a revolver by an older man in a trench coat.

"Just give me the neckless and you can go home alive." The man says with a calm attitude, this just makes the woman more scared.

"That is not how you treat a lady."

"Huh? Who's there!?"

"Just me. Hi!" With that Spider-Man lands a kick onto the man's face and he falls to the ground unconscious. "You'd think I'd have a really heroic super-hero intro thingy, oh well. I guess this will do," Spidey turns to the woman "You alright, ma'am?"

"Yes, thank you. Who are you?"

He stares at her for a few seconds before giving a small chuckle. "Spider-Man" As he goes to swing off he stops and looks back at her "Was that a good opening performance?"

"... Yes?"

"'Kay. See ya!"

* * *

After a few muggings, attempted murders and a cat stuck in a tree Peter returns to his room, its now 2am. "God, I'm so tir-" He falls asleep in only his boxers. _BZZP... BZZP... BZZP... BZZ-CRASH _"Crap. Note to self, buy new alarm clock. Thank god I didn't use my phone." School starts at 8:45am, its currently 6:30am. Peter rushes to the bathroom, knowing that his friends can spend forever in there. Mostly Kitty. "Crap. Forgot to bring clothes with me." Peter speed walks round the corner almost walking into Kitty.

"Oh! Sorry Pet-e uh Peter" Kitty is just staring at the obviously toned chest of one Peter Parker with extremely red cheeks. Peter is also red from the embarrassment of being caught in only a towel.

"Its my fault, sorry Kitty."

"No no." Kitty finally tears her gaze after realising she was staring. "I'll wait for you in the van." She then jogs towards the bathroom. She slides down the wall literally dying from embarrassment. Peter, however, brushes the incident off pretty quickly and goes into his room putting on a tee and some jeans. He goes downstairs to get some grub and sees Kurt there stuffing his face, as per usual. "Hey Kurt, ready for school?"

"YEAUP" Kurt's attempt to speak with a mouthful of pancakes was hard to decipher.

"KURT! Finish eating first."

"Sorry. I said yep. Scared? I mean it is your first day in a new school."

"I was a bullies wet dream in my old school and I survived so I doubt this school can throw anything to bad my way."

* * *

In the X-Van Kitty couldn't look Peter in the eyes while he had forgotten about the incident completely. The drive consisted of everyone asking Peter if he was scared or not. Peter was getting kind of sick of it.

"Yo Kurt, can you show me to reception?"

"Yeah sure, just through here." The old receptionist just glares at Peter and Kurt. "You're on your own buddy!" He says with a scared look.

"Can I help you?"

"I'm Peter Parker, the new kid."

"Oh yes. Heres your schedule and map" Peter looks at them for a few seconds "Can you move along?"

"Oh right, sorry." Peter heads to his classes. He has at least one of his friends in every of his classes, sociology and spanish go by quickly as does their 15 minute break. Science and Maths is incredibly slow and boring because Peter knows most of what his teachers well er TEACH! It was now lunch time and Peter found everyone sitting at a table. "Hey guys. Where's Jean?"

"She's sitting with her boyfriend, Duncan." Kitty answers

"Huh. I never figured Jean for the type of girl that dated jocks." The table is silent for a moment "Well as fun as this has been I'm going to goto my next class."

* * *

When everyone arrived home they all went to the lounge to relax. Peter however decided to go out "Hey guys, I'm going to the Skate park. Anyone wanna come?" a chorus of 'nahhh' came from the couch "Okay then..." At the park there were a handful of kids there just skating around. Peter just decided to hit the bowl, serving around and doing some simple tricks when he felt necessary. He could tell his abilities were helping out. Normally he could just do an ollie or just kick in general, even then he was mediocre at best. Wanting to practice, outside of the danger room, he went for a skate around Bayville for some spots he could have some fun in. He eventually came across an abandoned warehouse with a few walls knocked down, it was perfect. The absence of a lot of the walls meant a lot of sunlight. The work benches and girders, even the foundations of the building itself was like it was made to be scaled. He set of jumping over benches and sliding under tables, running across walls and swinging with random rope hanging off the ceiling.

"This is so much fun!" Peter screamed as he scales the walls and grabs onto various chains. Using the slopes in the walls as a half-pipe Peter skates up it, does a kick-flip and jumps off to grab onto a girder.

"Wow. Impressive stuff." An unfamiliar voice called out. Peter looked down from his elevated seat and see's a teenage girl with shoulder length blonde hair.

"Uh, thanks. No offense but who are you and do you make an effort to creep up on somebody?"

"Coming from the guy skating around in an abandoned warehouse."

"This is true. You still haven't given me your name" Peter says jumping from his seat "I guess I'll go first, I'm Peter Parker." He holds out his hand for her.

She shakes it and says "I'm Zoe Andrews." They both smile at each other.

"I have my reason for being here, skating. Why are you here Zoe?" Peter questions.

"I come here a lot. Sounds strange I know but owner of this place before it was torn down was the father of a friend. We'd come here even after it was knocked down because it was the closest quiet place we had access too."

"Past tense?"

"They moved away."

"Oh. Well, I should be getting home... See you around, I guess?"

"I'd like that. Why don't you meet me here tomorrow, say 2 o'clock?"

"Sure." He smiles and skates off, thinking about the new girl. She was pretty cute. Not like any girl he'd ever met, even if that was just Mary Jane and even that was from afar. What kind of normal person hangs around in an abandoned warehouse anyway? '_Oh... right' _he thinks to himself.

* * *

Once Peter returned to the institute he had a huge grin on his face. He couldn't stop thinking about her, was this obsessive? Love at first sight? Crazy? Most likely crazy.

"Hey Peter!" Kurt called from the lounge

"Hey Kurt, what ya watching?"

"Breaking Bad."

"You, my furry friend, have good taste in television." Peter announces with his hand out, ready for a high five _*SMACK*. _After a light chuckle from both parties Kitty enters and jumps in-between them.

"Hey guys! You know how you all love me, right? Well..."

"Wrong but continue." Peter interrupts.

"Will one of you come to the mall with me?"

"What's in it for us?"

"Some time with your best friend?"

"I'm already watching Breaking Bad with Kurt, Kitty."

"Please! No one else will go with me. I'll make you cookies!"

"AH NO!" Peter yells "I'll go with you if you don't make them!"

"Okay! Yay, get ready and we'll go!"

* * *

After dragging Peter around a few THOUSAND shops they went to get a bite to eat. They sat down at a table and Kitty told Peter what she wanted, as he offered to get it. He also politely told her to keep her money, she'd spent most of it on the clothes anyway. Lining up for some fast food Peter decided to make skating/training at the abandoned warehouse a daily thing. He pays for the burger and hotdog and returns to his seat with Kitty. She's in an animated conversation on her cell.

"Peter's back, I call you later. Bye"

"Who was that?"

"Rogue. So what did you do today Pete?"

"Decided to take a skate around town, see if there was anything interesting."

"Was there?"

"I went for a skate in the skatepark but it was a pretty sub par park. Thats when I came across an abandoned warehouse. I decided to test my agility by climbing ALL over it, it was a lot of fun. You should come with me some time. In fact, Kurt would enjoy it. Its like a playground for those who can climb up walls... Anyway, long story short I met this girl there. Apparently she's been going there just to chill for a while now. Her name was Zoe. Cute girl, meeting her tomorrow."

"Tomorrow? Like a date?" Kitty asks quickly. Feeling a tad bit of jealousy rise up.

"I only just met her, she might not even show. So no, not a date." This didn't make Kitty feel any better.

"Can I come with you tomorrow?"

"Yeah. Sure." He smiles.

* * *

**A/N:** **Sorry for lack of updates. I've been really out of it the last couple of days.**** So yeah, new girl Zoe is going to be somewhat of a love interest for Pete. Don't know if she'll be the 'official' girl but I've never been one for thinking ahead. :P**


	4. Chapter 4

**A/N: Just so everyone knows this Peter is loosely based around TASM movie. I'm thinking the plot of this story will be The Lizard, but that wont start until Peter goes home for winter break. Might introduce new characters, maybe have Gwen Stacy or Mary Jane. Theres just so many ways I can continue this story. I would like the add the Black Cat. She is one of my favourite Marvel characters. I've decided, after some thinking that this Zoe girl will go. I'm going to work with the already expansive list of characters at my disposal. **

* * *

Peter went to go meet up with Chloe? No... Zoe! Yeah Zoe. He and Kitty left the institute and walked there, it wasn't too far.

"So whats this girl like? You already said cute..."

"She's strange. I don't know whats up with you Kitty but I'm not interested in this girl. She's not my type."

"What is your type, Pete?"

"Funny, tough, can keep up with my intellect, gets my selective humor, etc."

"So... Like me?"

"I guess, but you're like a sister to me Kitty. Hey we're here." They walk in and Kitty stumbled over some loose bricks and containers.

"Smooth, Kitty."

"Shut up!"

Zoe calls out to Peter "Hey Peter! Who's your friend?"

"Zoe Andrews, this is Kitty Pryde. Kitty, Zoe."

"Hey"

"Sup" An awkward silence fills the air. Peter decides to break it.

"So what are we actually going to do?"

"I have no clue to be honest. Wanna get a bite to eat?"

"Sure."

* * *

Peter, Kitty & Zoe sit in McDonalds stuffing down fries like theres no tomorrow.

"Its weird."

"What is Kitty?" Peter questions.

"I haven't been in here in forever even though its literally two steps away from the institute.

"Institute?" Wonders Zoe, aloud.

"Uh, yeah. We both live at Xaviers Institute, just around the corner.

"Oh that place?" they nod "I've always wondered what that was there for. Can I visit sometime?"

"Oh I don't think thats such a good idea."

"How come?"

"Uh. The professor only likes his kids in there, no visitors."

"Okay... Well this has been fun guys but I've gotta go. Heres my number Peter, give me a call sometime. See ya around Kitty." Zoe hands Peter a piece of paper and leaves. Kitty glares at the back of her head.

"Wanna head home?"

"Sure."

* * *

Kurt had been playing his new video game, Giant Zombie Vampire Murder Brawl, when Pete & Kitty walked in. "Where'd you guys go?" He asks, not taking his eyes of the screen.

"We told you. Went to go skate/eat." Peter replies

"EAT!? Oh man, now I'm hungry..."

"You're always hungry Kurt." Peter jumps next to Kurt and snatches to controller off him while Kitty jogs up the stairs to the room she shares with rogue.

"Hey Kitty" Rogue is lying in her bed reading a book "Going out?"

"Just got back with Peter actually. Did you know he's made friends with some unknown girl he met in an abandoned warehouse? She could be some sort of serial killer. I went to lunch with them today..."

"New girl huh? You jealous?" Rogue teases

"What? No! I don't like Peter that way..."

"Sure, Kitty and I don't like reading" She says this as she dramatically turns to the next page "You going to admit your feelings and ask him out?"

"He said I'm like a sister to him."

"Sorry Kit, can't get em all I'm afraid."

* * *

Its now close to midnight and Peter, In his Spider-Man costume, climbs out his window ready for his patrol. He swings through Bayville looking for a situation that calls for him. He rescues kittens, women, etc. until he comes to a stop on a tall building. "This was one busy night."

"I know, I was watching from afar." A seductive voice brings Peter out of his thoughts.

"Who are you?" Like any red-blooded straight male Peter looked over the spandex clad kitten. Her skin-tight, low-cut spandex covered the majority of her body. White fur was attached to her wrists, ankles and neck. She also had a black domino mask.

"I'm the Black Cat," She slowly walks up to him "Who are you?"

"Spider-Man. So you've already admitted to stalking me. Is that your power? Super-Creepiness?"

"Very funny, Spider. I followed you because you're covered from head to toe in red and blue spandex. I was bored so..."

"I'm not the only spandex wearing animal though..."

"At least my costume compliments me. You have the glass from a pair of sunglasses sewed onto your head."

"I guess thats true. So what's your deal Cat? Multiple lives? Lactokinesis? Sharp Claws? Thats cat stuff, right?"

"Well I do have some pointy nails, I haven't been unfortunate enough to die yet and lactokinesis? Thats terrible Spider."

"Hey! I had to do it on the spot. Just so we're clear," he uses his fingers to point rapidly between himself and Black Cat "Same Side, you 'n me?"

"We'll see." With that she jumps off the edge of the building. Spidey rushes to the edge to catch her but see's nothing once he peers over. '_That was odd' _he thinks _'Now that I think about it, that was pretty normal'__. _On his way back to the mansion he came across a gang, at least 10 people surrounding a poor girl. She looked no older than 15.

"Come on baby, we just wanna have some fun." an overweight fat biker whispered. Spider-Man jumped down and landed infront of the poor teen.

"Stay back, lady. I'll handle these guys." He runs into the fat biker knocking him off his feet, he then does a backflip and lands on his head. Knocking him out. The remaining nine all circle Spidey and charge. The web-slinger jumps up and four of them run into each other, again they have been knocked unconscious. Two thugs both sneak up on Spidey with knives and attempt to slash at him, one fails while the other succeeds, cutting a large gash on his leg. Peter turns around and with blind rage punches both with one swing. Two more, he decides he's had enough, webs them both together and again does a two-in-one punch. "Are you alright, ma'am?" She slowly starts to come towards him.

"You're that vigilante everyone's been talking about!" She runs towards him and hugs him "Thank you for saving me."

"Are you alright from here? I need to get home and treat my wounds."

"Yes, thank you again. Whats your name?"

He smiles and says "Spider-Man." before swinging off home. Once he was at the institute he stitched his wound and put some dressing on it. He didn't do too bad but it could've been better. He falls asleep in his Spider-Pants.

* * *

The rest of the week was pretty uneventful and by the time saturday came Peter was, for lack of a better term, bored. He was watching TV in the lounge when a news report came up, Bayville bank was being robbed and the robbers had multiple hostages. _'I need to get down ther- Its day time! Damn! I can't just leave it can I? Of course I can't, My uncle died because I didn't act, I have to go now' _Peter ran into his room, grabbed his bag and left to goto the bank.

When he was at the bank he saw that the entire place was surrounded by police cars, how was he suppo- an air vent? Alright... He put on his costume in an alley, put his clothes in his backpack and webbed it to the wall. He then crawled around to the vent, took off the case and climbed through. Once inside he stayed on the ceiling. He could hear the chatter of the armed men. "Isn't this Spider turf?"

"The Spider isn't real! That's just the big man trying to scare away Kingpin's men!" There's too many armed men for Peter to make a quick quip and take them down, he needs to do it silently. He goes to a secluded corner where theres only one man and slowly climbs down a web until he's behind him. As quick as ever he raps a web cocoon around him and drags him to the roof, he sticks him to the ceiling and rips off some webbing near his nose so that he can breath.

He repeats this process with every robber that is by themselves. As he continues to do so the police are outside pondering how to get every hostage out of the bank, not knowing that the problem is already being solved. When it comes to the big group of armed robbers in the foyer Spidey has no clue how to approach this. He decides the best plan of attack was to web up the guns and beat them once they were incapable of fighting back. There were 4 men, he webbed two did a flip in midair and webbed the other two. They had no clue what just happened, Spidey however ran up to them and knocked them out with swift kicks and punches. He webbed all of the men into a pile for the police. With that taken care of he used the same vent to get out, change clothes and live the scene.

* * *

When he returned to the institute the same channel was on, he went back to watch it and see what happened once he had left.

"Police are not disclosing any information but it seems the masked vigilante that has been cleaning the streets of Bayville has saved a larger amount of people. As you can see from a few pictures we were able to get, the men have literally been webbed up and stuck to the ceiling. Interviews with victims who have been saved by this man have identified him as 'Spider-Man'. We never saw him enter or exit the scene. It wasn't too early and not too late but Peter wanted to be awake when he went for his patrol tonight so he took a nap. When he awoke it was midnight, he immediately put on his costume and took to the streets.


	5. Chapter 5

"WOOOOOOHOOOOO!" Peter screams, swinging around the construction site. He'd gotten bored, not his fault really. There was nothing going on. Maybe he'd scared this 'Big Man' & 'Kingpin' and they'd told the crooks and thieves to stop being assholes. He'd never used his powers on such a huge playground before! He was having the time of his lif- "AHHHH!" Oh bother, more crime. Swinging down to the origin he discovered the same old same old, girl vs man with gun. It was getting rather boring. Can't this city throw anything challenging his way? Oh well...

"No quips, Spider? Not getting bored are we?"

"Cat? What are you doing up here?"

"Oh I was in the neighbourhood, decided to drop by..."

"I feel like you want something."

"Nope. Although I do have some information you might be interested in. It has to do with the Big Man."

"Who is this Big Man? I've heard him once already during a bank heist."

"He's the Big Man of crime. He runs a lot of the crime in this city, he's a rival of the King Pin. Another crime lord. How can you be a crime fighter and not know this stuff?"

"Hey! I just deal with the little stuff, not the big boys."

"All the little stuff runs through these guys. Take them down and you lower the crime rate by at least 50%."

Peter sighs "So whats this information going to cost?"

"I want your word that you'll take him down." She says sternly "He took something from me and I want him to pay."

"Listen Cat, I'm not some big shot super hero or anything, I'm just fighting for the little guys. I can't promise anything."

"Ugh... Fine. He's sending out units of around 15 men looking for you, he's also put a bounty on your head for $50,000." She thinks for a moment "Interrogation would be your best bet. Speak with every crook you take down and you'll find you Big Man."

"Thank you, Cat. Am I ever going to know your real name?"

"Am I ever going to know yours?"

"There's a possibility." He gives her a light chuckle. "Are you going to tell me whats got you blood thirsty for the Big Man?"

"H-He ugh... Sorry. It's hard to talk about. My father, he was a famous burglar Very popular and expensive to hire. The Big Man hired him to steal a priceless golden statue of a Cat. It was an antique. My dad decided to double cross the Big Man and keep it, hoping he wouldn't be able to find him because he never revealed his identity. He did find him and he... killed him." Tears were rolling down her cheeks.

"I'm so sorry, Cat. I know what its like to loose a loved one before their time. My uncle, he was like a father to me. He was killed by a crook I could've stopped, its kinda my whole reason for the red and blue spandex." He walks up to her and puts a hand on her shoulder. After five minutes she pulls back.

"Did we just have a moment?"

"...Yes?"

Wiping away tears she says "Well. We should just stick to breaking asshole's noses."

"Sure." He chuckles, shoots a web line and swings away.

* * *

Peter sped through he's normal morning schedule so he could look up some info on the Big Man. He decided to look into infamous cat burglars, the most popular result was for a crook called 'The Cat' who, after being killed, was found in the possession of a golden cat statue. The Cat's name was revealed to be Walter Hardy, husband of Lydia Hardy and father of Felicia Hardy. Felicia... Felicia... Where do I know that name? Oh crap! He needs to get to the garage before they all leave! He bookmarks his various results and makes a mental note to look into Felicia Hardy before running down to get to school.

"Pete!" Jean calls "What took you so long, we were about to leave."

"Sorry guys I was doing some er- last minute homework and lost track of time."

"Well hurry up! Jump in, Scott's already left with Kurt." Peter is tired from speeding around the house early in the morning, the patrol the previous night didn't help either so he just put in his earphones and listen to some tunes all the way to roll call. He was feeling out of it and wasn't paying attention to any of his lessons, he needs to keep better track of time and not stay out so late.

**Lunch**

"Hey Peter," Kitty calls "can I talk to you alone for a second?"

"Yeah... sure." They both walk off to a secluded area.

Rouge says what everyone is thinking "What was that about?"

Scott replies "No clue."

"Maybe she's finally going to ask him out."

"She like likes Peter?"

"You guys are so blind...

**With Peter and Kitty**

"So what did you want to talk to me about Kitty?"

"We both know how crap your homework excuse was this morning, you've been acting weird lately Pete, whats going on?" Inside his mind he was having an argument with himself, he needs someone to know what he does and that he can talk to. Cat doesn't count, he only see's her in the costume.

"A couple of days after I got to the institute, I've been going out in a costume I made and... fighting crime."

"WHAT!?" She bellows, they're far enough from everyone that only his ears are bleeding "Are you crazy?"

"Ow ow ow! Don't scream like that!"

"Give me one good reason why I shouldn't goto the professor with this!?"

"Okay, I prepared for a situation like this and there's multiple things I want to say..." He pulls out a notes with words scribbled on them. "PERSONS NAME oh. I mean, Kitty, I am going out for on- Screw it. I'll just wing it. Listen Kitty, when I first got my powers I used them for my own personal gain, no costumed crime fighting. I made a stupid move and ignored a crook who- uh. This is harder than I though. He killed my uncle Kitty, it was my fault. I promised him I wouldn't make the same mistake twice and so I've been going out doing this so no one ends up as unfortunate as me... He always used to tell me "With great power, comes great responsibility. If only I'd listen sooner." His eyes are glistening after that story.

"Peter... I'm sorry you feel like its your fault but you can't keep doing this! What if you get hurt?"

"I don't like to think about that Kitty. I just need to do it and when I'm out there do my best. Please don't tell anyone."

After what felt like hours of silence "... Okay."

Peter beams, grabs Kitty with his arms and gives her a big bear hug, twisting her around. "Thank you! You're awesome, Kitty." They both laugh and head back to the table there friends are at.

"What was that about guys?" Kurt asks

"Oh nothing, just something about homework." Kitty responds.

Peter decides to see if any of them can help with his Cat problem "Do any of you guys know a Felicia Hardy?"

"Like, yeah. She's the daughter of Lydia Hardy, she's the richest student at this school. Why the interest?"

"Oh-uh no reason."

"Ok?"

* * *

Spidey was out on patrol, looking for information on the Big Man by interrogating every crook he came across. He found out that the Big Man's name was 'L. Thompson Lincoln' and he ran his crime operations from his office above a weapons manufacturer.

"Spider!" Black Cat came to a stop next to where Peter was taking a rest.

"Cat? Whats wrong?"

"What have you found out?"

"His name is L. Thompson Lincoln."

"So we go take him down, right? We can go now?"

"Are you crazy Cat? He's the biggest crime lord in New York, we're small time heroes. We should wait until we know more."

"I've waited enough! You want info? Lets go ask those guys!" She points to a couple of gang members in an alley. They both jump down, Felicia first. They take down all members until there's only one left. Felicia starts firing off questions as Spidey sits back and watches. His Spider-Sense goes off. One of the members was still conscious and had a gun, he fired at Felicia.

"FELICIA!" He yells, shocked at the fact that he knew her name, Felicia turns around in time to see Spidey jump infront of the bullet that was heading for her. He falls down and she quickly takes care of the two before turning to her fallen ally.

* * *

**A/N: Cliff hanger, sorry. I'm getting tired and I've already re-wrote this like 3 times... Gets annoying. Hope you enjoy!**

**Edit: Just fixed some terrible spelling mistakes that I shouldn't have made. **


	6. Chapter 6

**Felicia's room**

Felicia puts Spider-Man on her shoulder and runs to her house, she was thankful that it was late. Her mother would be in bed and she could treat Spider-Man in her room and because of the distance between her mother's room and her's she wouldn't have to worry too much about the noise. She lay him on her bed and ripped off his shirt, Felicia noticed the different scars he had. She grabbed some tweezers, sterilised them and rushed to the edge of her bed. She kneeled down and carefully began to squeeze on the bullet. Spider-Man was stirring from the pain, luckily he wouldn't remember it because he was unconscious.

She slowly pulled the bullet from his chest and placed it on her desk, which was to the right of her bed. She grabbed the med kit she keeps under her bed and grabs various bandages, needles, etc. to stitch the wound up. Once she's done she leans her head on his leg, tired from the emotional trauma. They both fall asleep in these positions.

**Xavier's Institute **

Kitty is filled with worry, she went into Peter's room this morning and he wasn't there. She spoke to him before he left the night before and he promised he wouldn't stay out so late. Obviously, he never returned. She tried calling him but his cell was on his desk, she didn't know what to do. They were going to leave soon and she needed an excuse for his absence. She speed walks to the garage with her bag, trying to act normal.

"Hey Kitty" Jean greets, "Know where Pete is? I didn't see him at the breakfast table and he's late again! I'm going to go give that boy a piece of my mi-"

Kitty cuts her off "No! No... He's er- he's... not feeling well. He's going to stay here today."

"Oh, okay."

**Back in Felicia's room...**

"Ughh. Where am I?" A confused Peter murmurs. He notices a sleeping Black Cat leaning on him "Ca- Felicia? Felicia, wake up."

"Huh? What?"

"What happened Felicia?"

She stands up rubbing her eyes, mask and wig off. "After you... saved me I brought you to my house to patch you up."

"We're at your house?" She nods "Thanks, by the way."

"I should be thanking you. I don't have accelerated healing and that bullet would've killed me. Don't ever do that again though, or I'll leave you there."

"Heh. Sorry. What do we do now?"

"I don't know."

"What time is it?"

"Crap! I should've been at school by now!"

"Me too, I think we can afford to miss a day though."

"I thought you were out of school."

"You never asked."

"How did you find out my name, Spider?"

"I was looking into the Big Man. 'The Cat' was your father, Walter Hardy correct?"

"Yes."

"Thats how. I guess it's only fair you know who I am" She has a shocked look as Peter slides his mask off "Peter Parker." She just smiles at him "I suppose we should get cleaned up."

"Yeah. You go first, showers down the hall to your left."

"Oka- Wait. I don't have any clothes."

"You can borrow some of my brother's stuff. I'll leave it outside the door."

"Thanks, Felicia." They smile at each other before Peter goes around the corner.

"What have I got myself into?" She asks herself, aloud.

**Later**

They're both dressed and wondering where to go from here.

"I should probably get back to my home." He says to her.

"Where do you live, Peter?"

"I live with a bunch of other kids at Xavier's Institute for gifted youngsters. I don't know if I should be telling you this but the 'gifted' part means ability wise."

"It's not a house full of super powered wise-crackers like you, is it?"

"Eh, half and half. Everyone there was born with they're powers, they're mutants. They were born with a special gene called the 'X-Gene'."

"I've never heard of that before, or anyone with powers."

"Xavier thinks it's best if we keep a secret for now, we'd reveal ourselves when the world is ready."

"Makes sense." She thinks for a second "So you have this X-Gene?"

"No. My abilities were an accident, they still accepted me though."

"So you're going back there now?"

"Yeah. It's probably time I told everyone I'm Spider-Man. This was too close a call."

"They don't know?"

"Only two people know Spider-Man exist, other than me."

"Who?"

"You and my friend Kitty. I told her because I needed someone there to talk to, this superhero thing can be emotionally straining."

"I wish I had someone to talk to... I've felt alone ever since my father died."

"You have me, Felicia."

"Thanks." She's nervously thinking about her next question "Do you think I could come with you. To the institute I mean. Last night wrecked me, I don't really want to be by myself today..."

"I guess it would be alright. I'd have to speak with the professor first though."

"Thanks Peter."

**Xavier's Institute**

Peter walked through the front doors with Felicia waiting outside. When he was outside Xavier's office Logan came out. He had a slightly shocked expression.

"Web-head? Why aren't you in school?"

"Long story. I need to tell the professor something, you should hear it too." Logan grunts and goes back in with Peter.

"Peter? What are you doing home?"

"Ehh. This is going to be hard to explain but I snuck out of the mansion last night... Now before you all rip my head off hear the whole story! It isn't the first time, I started about a week after I got here. You've been reading the newspapers and seen articles on the vigilante? Right... That's me."

"Parker! What's your problem, you're endangering our safety!"

"One second Logan, why are you just telling us now Peter?"

"Last night was pretty rough, I've been looking for information on this crime lord called The Big Man. I was wounded last night and my sometime enemy sometime partner The Black Cat fixed me up. We've been working together as of late to find a good way to take down The Big Man."

Xavier was lost in thought for a second. "Where is this Black Cat now?"

"She's... uh. Waiting outside?" Logan looked furious.

"Parker! What, did you tell her about mutants too!?" Peter was just doing a guilty grin. "You're dead."

Xavier spoke up next "Can she be trusted?"

"Yes! She knows I'm Spider-Man, my vigilante name by the way."

"Why is she outside?"

"We've had a rough couple of nights and she didn't want to be alone."

"Ughh. Fine, you can let her in. You can't continue this Spider-Man business though."

"Professor, please. I can't stop."

"Why not? None of the other kids do this."

"I've told this story a lot but here we go... When I got my powers, I used them for my own gain and it ended up getting my uncle Ben shot. He didn't make it. He always told me 'With great power, comes great responsibility.' I never listened, it got him killed. Now that I have this power I don't want to have anyone else loose someone too. No one should experience the amount of loss I have."

"...Peter, I don't know how to respond."

Logan did "This is going to get you killed, you'd be no good then will you?"

"I've stopped countless crimes Logan! People are living good lives because I could help them, I can't stop now."

Xavier finally came to a decision. "If you NEED to continue this then we'll need some rules, a curfew for school nights."

"Anything, prof."

"Be back by midnight or 1am at the latest..."

"Its a deal!" Peter begins to walk out the room when Logan stops him

"Hold on, web-head, we still need to discuss your punishment."

**Outside Xavier's**

Felicia was wondering what was taking Peter so long when finally he emerged from the doors. "What's going on Pete?"

"You can come in. They know everything just like you do." Felicia and Peter walk back inside to be greeted by Xavier and Logan.

"Felicia Hardy? I'm Professor Xavier, it's very nice to meet you." She smiles and returns the words "I hope I can trust you to keep mutants existence a secret?"

"Of course" she replies "Thank you for allowing this."

"Thats fine. This is Logan," He just grunts before walking off.

Peter leans to her ear and whispers "He's not a people person." She chuckles, as does Xavier.

**After school...**

Everyone was coming in and they heard unfamiliar laughing coming from the lounge.

Kitty noticed first "Like, who's that?"

"I don't know, lets go see!" Kurt grabs Kitty and they begin to walk towards the lounge and hear Peter.

"So, I say to him 'Why don't you take it from me', he goes to take it with this smug lo-" he's cut off by a questioning call.

"Pete?"

"Kurt? You guys are back early its only" He checks his watch "Whoa, its later than I thought." By now everyone had come in "Guys, this is Felicia Hardy. A, uh, friend from school."

"School?" Jean asks "You weren't in today."

"Uh yeah we became friends a while ago."

"Okay... Well its nice to meet you Felicia"

"Same to you." Felicia smiles.

Jean turns to Peter "Does she know...?"

"About the mutant thing? Yeah."

"What? Since when?"

"Since today, actually." Peter turns to Kurt "You don't need to hide your appearance."

Kurt reluctantly shows his true look and Felicia says "Wow! You're so cute." Kurt blushes, but its hidden beneath his fur. "I'm going to get going now Pete, I'll see you tonight?" He nods and she leaves.

"Tonight?" Kitty asks

"Yeah, I'm giving her homework help..."

* * *

**A/N: Tell me what you think of it so far! Just so you guys know, Felicia is a love interest for Peter, at least she will be. She's not the only one though. Review please!**


	7. Chapter 7

**A/N: As much as I adore every person that reads this story, you don't need to suggest pairings anymore. I think its quite obvious that I'm a big fan of The Black Cat. She'll be the love interest for a while.**

* * *

Peter swung out his window, ready for some butt kicking. He was heading for the same building both he and Felicia frequent, hoping to catch her there to run down how they should take down The Big Man. She was already waiting for him up there, sitting on the edge.

"Hey Felicia." He sits down next to her. She smiles at him. "So, I was thinking about how we're going to take down the Big Man and I've come up with something brilliant. Okay, so he's called 'The Big Man' right? Well we should open up with a height joke! Ya know... Because he's the 'Big Man'."

"Any actual ideas, Peter?"

"None whatsoever." They discuss ways they could take him down until interrupted by a man from behind.

"Spider-Man is it? I've been looking for you. Is this your partner?" They both stand up and turn around to see... Quilt Man?

"MMPH" Peter puts his hand on his mouth, holding back laughter. Black Cat just glares at him. "MMMMPH"

"What are you laughing at, boy?"

"HAHAHAHAHA! Your costume is a quilt! HAHAHAHAHA"

"GRRRR MY NAME'S SHOCKER, AND MY COSTUME IS TO PROTECT ME FROM THIS!" He fires a shockwave from the gauntlets on his hands, Spider-Man and Black Cat both dodge the slow moving shot. "STAY STILL!"

"OH! I was supposed to stand still, you should've said. I've never played this game before." More glares from Cat.

"Spider, just fight. Your quips are annoying me..."

"Sorry, it comes with the spandex." He turns back to 'Shocker' and asks "So, Shocker was it? Who sent you? Was it the Big Man?"

Shocker fires more blasts at both heroes, they flip out the way and run up to him "The Big Man? HA! This comes from the Kingpin of crime!" Spider-Man does a sweep kick on Shocker and webs his hands together.

"Ya know, I thought my first powered villain would be more trouble."

"Shut it, Spider." She reaches into his pockets and tears off his mask to reveal the face of a 30 year old man with brown hair.

"You bought your wallet with you?" Cat mocks "His name is Herman Schultz. Web him up Spidey, I'll call the police with an anonymous tip."

*_THWIP THWIP*_ "There, all done. We should go, see ya Herman!" They both jump over the buildings with incredible grace.

"So, you've managed to annoy two crime lords. Big Man and Kingpin, good job Pete."

"Heh, I try." He checks an invisible watch "Well, I should get going."

Felicia nods and says "Same time, tomorrow night?"

* * *

**Morning**

Peter woke up earlier than usual today which was weird considering he went out last night. He was already ready, having showered and dressed. He was just flicking through channels he saw a news report on the return of astronaut John Jameson. Apparently there was some sort of alien life form on the nose of the shuttle and it was being kept in... ESU! Alien life. Wow. _'Man, note to self: Take a trip to look at the alien life.' _It was still pretty early and Peter was bored, he decided to just walk to school. He got there around 30 minutes earlier than normal, nobody he knew was there at this time so he just wandered.

He ended up in the library. Peter just browsed through some books looking for something interesting when he noticed Felicia...? She was sitting on a small, green couch reading a book. He didn't see her much without her mask and wig, he could really appreciate her beauty like this. _'I'm being creepy, I should probably go say hi...' _He walks up to her and obnoxiously plops down next to her which immediately gets her attention.

"Pete? What are you doing here so early?" Felicia folds over the corner of her page and places it in her bag, Peter relaxes and sighs.

"Got up early, walked here. Decided to check out what books they have here. Are you normally here this early?"

"Yeah, I like to get here early and read before I have my classes. Wakes me up, especially after staying out at night.

"I've lost count of the times I've falled asleep in class, maybe I should start coming in early too..."

"That'd be great! It's been boring sitting in here and to be honest, it doesn't really wake me up. Why don't we meet up before school? Grab a coffee or something?"

"Sounds cool" and before he could stop himself he says "Its a date." He mentally kicks himself after that. Luckily the bell for roll call rang and he sped out of there with a quick bye. Felicia was surprised by the word 'date' but wasn't really fazed by it Peter was a pretty good guy who also happened to be Spider-Man. Thats always a plus.

* * *

All Peter's classes up to lunch went by relatively quickly, he had forgotten about the 'date' incident. He went to sit with his friends, most of them looked pretty annoyed. Jean was the first to voice her annoyance "Peter. The professor told us what you've doing!" She spoke in a hushed yell, as to add intimidation without letting everyone near them here.

"What I've been doing?"

"Spider-Man!" Kurt says, he looked happy.

"Oh, that..."

"Yeah, that." Rogue glares

"Kay. Well, I'm going to slowly walk backwa-"

"Oh no you don't mister, sit down."

Jean continues with her rant while the others continue with their glares, Peter noted that Kurt and Kitty didn't feel the same way about this. "You've got to stop doing this. You'll endanger our secrecy!"

"I can't stop Jean, I haven't been spotted yet and I've been doing this since I came to the institute."

"What!? This is crazy Peter... What if you get caught? Experimented on? Reveal our secret?"

"I wont. I wouldn't let that happen."

"It's not always up to you."

Rogue voices her distaste "Why do you do this anyway? You KNOW its a bad idea, c'mon." Peter goes into the tale of his Uncle and how it was his guilt that pushed him to put on the spandex.

"Peter, you can't think thats your fault" Kitty says "You couldn't have known."

"I shouldn't have to know, I should just act..." They all came to the agreement to keep this a secret and allow it to happen even if they didn't like it, luckily for Peter this meant he didn't have to be silent when leaving.

* * *

**A/N: Shorter chapter, sorry. Also I'm sorry for not updating in five days. I've been terribly busy with my exams, its killing me. **


End file.
